17.ACQUISITION

On October 27, 2015, the Company acquired all of the outstanding common stock of SeaBear GmbH (“SeaBear”) and related patents and other assets in a purchase transaction with SeaBear’s sole shareholder (the “Seller”). SeaBear, founded and based in Leoben, Austria, specializing in the development of underwater instrumentation through unique application of existing, new and emerging technologies.

The approximately $5,250 acquisition cost was funded with existing cash and credit facilities. Approximately $1,115 of the purchase price was paid into a segregated escrow account which was set aside to fund potential indemnity claims that may be made by the Company against the Seller in connection with the inaccuracy of certain representations and warranties made by the Seller or related to the breach or nonperformance of certain other actions, agreements or conditions related to the acquisition, for a period of 18 months from the acquisition date. The Company cannot estimate the probability or likelihood of bringing such an indemnity claim against the Seller or any related costs at this time. Under certain circumstances, if government grants made to SeaBear are required to be repaid, the repayment will be funded by the escrow account. The remaining escrow balance, if any, net of any indemnity claim or grant repayment then pending, will be released to the Seller once the 18 month period has lapsed.

The Company believes that sales of SeaBear’s innovative diving technology can be expanded through the Company’s global marketing and distribution networks. The SeaBear acquisition is included in the Company’s Diving segment.

The Company is currently in the process of determining the fair value of the assets acquired and the liabilities assumed in this business combination and anticipates completing the valuation of intangibles and other assets within the next six months. The following table summarizes the provisional fair values of the assets acquired and liabilities assumed, and the resulting goodwill acquired at the date of the SeaBear acquisition.


Recognized amounts of identifiable assets acquired and liabilities assumed
Accounts receivable	$	34
Inventories		179
Other current assets		42
Property, plant and equipment		28
Identifiable intangible assets		-
Less, accounts payable and accruals		200
Less, long term liabilities		289
Total identifiable net assets		(206)
Goodwill		5,456
Net assets acquired	$	5,250

Transaction costs incurred for the acquisition to date were $465, of which $301 was recognized during the three months ended January 1, 2016.